Delaware
|
|
16-1434688
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
PAR Technology Park
|
|
|
8383 Seneca Turnpike
|
|
|
New Hartford, New York
|
|
13413-4991
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large Accelerated Filer
o
|
Accelerated Filer
o
|
Non Accelerated Filer
o
|
Smaller Reporting Company
x
|
Item Number
|
|
|
Page
|
|
|
|
|
Item 1.
|
|
Financial Statements
(unaudited)
|
|
|
|
|
|
|
|
Consolidated Statements of Operations
for the three and six months
|
1
|
|
|
ended June 30, 2013 and June 30, 2012
|
|
|
|
|
|
|
|
2
|
|
|
|
for the three and six months ended June 30, 2013 and June 30, 2012
|
|
|
|
|
|
|
|
Consolidated Balance Sheets
at June 30, 2013 and
|
3
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
for the six months ended
|
4
|
|
|
June 30, 2013 and June 30, 2012
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
Item 2.
|
|
11
|
|
|
|
|
|
Item 3.
|
|
16
|
|
|
|
|
|
Item 4.
|
|
17
|
|
|
|
|
|
|
|
PART II
|
|
|
|
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 1A.
|
|
17
|
|
|
|
|
|
Item 4.
|
|
17
|
|
|
|
|
|
Item 5.
|
|
17
|
|
|
|
|
|
Item 6.
|
|
18
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
For the three months ended June 30,
|
For the six months ended June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Net revenues:
|
|
|
|
|
||||||||||||
Product
|
$
|
22,257
|
$
|
20,142
|
$
|
46,173
|
$
|
40,312
|
||||||||
Service
|
15,314
|
16,014
|
31,334
|
31,393
|
||||||||||||
Contract
|
21,945
|
25,929
|
48,683
|
45,973
|
||||||||||||
|
59,516
|
62,085
|
126,190
|
117,678
|
||||||||||||
Costs of sales:
|
||||||||||||||||
Product
|
14,841
|
14,041
|
31,314
|
25,018
|
||||||||||||
Service
|
10,904
|
11,473
|
22,456
|
22,038
|
||||||||||||
Contract
|
20,312
|
24,584
|
45,791
|
43,567
|
||||||||||||
|
46,057
|
50,098
|
99,561
|
90,623
|
||||||||||||
Gross margin
|
13,459
|
11,987
|
26,629
|
27,055
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Selling, general and administrative
|
9,494
|
9,291
|
19,699
|
19,434
|
||||||||||||
Research and development
|
3,706
|
3,089
|
7,846
|
6,638
|
||||||||||||
Amortization of identifiable intangible assets
|
-
|
150
|
-
|
303
|
||||||||||||
|
13,200
|
12,530
|
27,545
|
26,375
|
||||||||||||
Operating income (loss) from continuing operations
|
259
|
(543
|
)
|
(916
|
)
|
680
|
||||||||||
Other income (expense), net
|
255
|
(366
|
)
|
221
|
207
|
|||||||||||
Interest expense
|
(13
|
)
|
(21
|
)
|
(26
|
)
|
(42
|
)
|
||||||||
Income (loss) from continuing operations before provision for income taxes
|
501
|
(930
|
)
|
(721
|
)
|
845
|
||||||||||
Provision (benefit) for income taxes
|
253
|
(419
|
)
|
(600
|
)
|
321
|
||||||||||
Income (loss) from continuing operations
|
248
|
(511
|
)
|
(121
|
)
|
524
|
||||||||||
Discontinued operations
|
||||||||||||||||
Income (loss) on discontinued operations (net of tax)
|
(191
|
)
|
(10
|
)
|
(206
|
)
|
1,420
|
|||||||||
Net Income (loss)
|
$
|
57
|
$
|
(521
|
)
|
$
|
(327
|
)
|
$
|
1,944
|
||||||
Basic Earnings per Share
|
||||||||||||||||
Income (loss) from continuing operations
|
0.02
|
(0.03
|
)
|
(0.01
|
)
|
0.03
|
||||||||||
Income (loss) from discontinued operations
|
(0.01
|
)
|
-
|
(0.01
|
)
|
0.09
|
||||||||||
Net Income (loss)
|
$
|
0.00
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
$
|
0.13
|
||||||
Diluted Earnings per Share:
|
||||||||||||||||
Income (loss) from continuing operations
|
0.02
|
(0.03
|
)
|
(0.01
|
)
|
0.03
|
||||||||||
Income (loss) from discontinued operations
|
(0.01
|
)
|
-
|
(0.01
|
)
|
0.09
|
||||||||||
Net Income (loss)
|
$
|
0.00
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
$
|
0.13
|
||||||
Weighted average shares outstanding
|
||||||||||||||||
Basic
|
15,171
|
15,098
|
15,162
|
15,091
|
||||||||||||
Diluted
|
15,340
|
15,098
|
15,162
|
15,163
|
|
For the three months ended June 30,
|
For the six months ended June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Net income (loss)
|
$
|
57
|
$
|
(521
|
)
|
$
|
(327
|
)
|
$
|
1,944
|
||||||
Other comprehensive income (loss) net of tax:
|
||||||||||||||||
Foreign currency translation adjustments
|
(132
|
)
|
(181
|
)
|
(449
|
)
|
(31
|
)
|
||||||||
Comprehensive income (loss)
|
$
|
(75
|
)
|
$
|
(702
|
)
|
$
|
(776
|
)
|
$
|
1,913
|
|
June 30,
|
December 31,
|
||||||
Assets
|
2013
|
2012
|
||||||
Current assets:
|
|
|
||||||
Cash and cash equivalents
|
$
|
9,587
|
$
|
19,475
|
||||
Accounts receivable-net
|
29,965
|
29,890
|
||||||
Inventories-net
|
28,236
|
26,172
|
||||||
Deferred income taxes
|
12,877
|
11,037
|
||||||
Income taxes receivable
|
152
|
-
|
||||||
Other current assets
|
3,455
|
3,236
|
||||||
Total current assets
|
84,272
|
89,810
|
||||||
Property, plant and equipment - net
|
5,570
|
5,857
|
||||||
Deferred income taxes
|
5,146
|
6,280
|
||||||
Goodwill
|
6,852
|
6,852
|
||||||
Intangible assets - net
|
12,881
|
11,747
|
||||||
Other assets
|
2,861
|
3,219
|
||||||
Total Assets
|
$
|
117,582
|
$
|
123,765
|
||||
Liabilities and Shareholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$
|
161
|
$
|
159
|
||||
Accounts payable
|
16,735
|
21,216
|
||||||
Accrued salaries and benefits
|
5,746
|
6,397
|
||||||
Accrued expenses
|
2,746
|
4,467
|
||||||
Customer deposits
|
886
|
1,380
|
||||||
Deferred service revenue
|
14,636
|
12,522
|
||||||
Income taxes payable
|
-
|
547
|
||||||
Total current liabilities
|
40,910
|
46,688
|
||||||
Long-term debt
|
1,004
|
1,084
|
||||||
Other long-term liabilities
|
3,460
|
3,030
|
||||||
Liabilities of discontinued operations
|
389
|
141
|
||||||
Total liabilities
|
45,763
|
50,943
|
||||||
Shareholders Equity:
|
||||||||
Preferred stock, $.02 par value, 1,000,000 shares authorized, none issued and outstanding
|
-
|
-
|
||||||
Common stock, $.02 par value, 29,000,000 shares authorized; 17,229,003 and 17,038,405 shares issued;15,521,316 and 15,330,718 outstanding
|
344
|
341
|
||||||
Capital in excess of par value
|
43,431
|
43,661
|
||||||
Retained earnings
|
34,431
|
34,758
|
||||||
Accumulated other comprehensive loss
|
(553
|
)
|
(104
|
)
|
||||
Treasury stock, at cost, 1,707,687 and 1,707,687 shares
|
(5,834
|
)
|
(5,834
|
)
|
||||
Total shareholders equity
|
71,819
|
72,822
|
||||||
Total Liabilities and Shareholders Equity
|
$
|
$117,582
|
$
|
123,765
|
|
For the six months ended June 30,
|
|||||||
Cash flows from operating activies
|
2013
|
2012
|
||||||
Net income (loss)
|
$
|
(327
|
)
|
$
|
1,944
|
|||
(Income) loss from discontinued operations
|
206
|
(1,420
|
)
|
|||||
Adjustments to reconcile net income to net cash provided by (used in)operating activities
:
|
||||||||
Depreciation and amortization
|
1,256
|
1,744
|
||||||
Provision for bad debts
|
233
|
140
|
||||||
Provision for obsolete inventory
|
1,344
|
1,361
|
||||||
Equity based compensation
|
(282
|
)
|
400
|
|||||
Deferred income tax
|
(659
|
)
|
1,052
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(308
|
)
|
(796
|
)
|
||||
Inventories
|
(3,408
|
)
|
431
|
|||||
Income tax receivable/payable
|
(698
|
)
|
(45
|
)
|
||||
Other current assets
|
(219
|
)
|
(50
|
)
|
||||
Other assets
|
359
|
(1,330
|
)
|
|||||
Accounts payable
|
(4,481
|
)
|
3,232
|
|||||
Accrued salaries and benefits
|
(652
|
)
|
(610
|
)
|
||||
Accrued expenses
|
(1,725
|
)
|
(398
|
)
|
||||
Customer deposits
|
(494
|
)
|
(423
|
)
|
||||
Deferred service revenue
|
2,114
|
4,501
|
||||||
Other long-term liabilities
|
430
|
262
|
||||||
Net cash provided by (used in) operating activities-continuing operations
|
(7,311
|
)
|
9,995
|
|||||
Net cash used in operating activities-discontinued operations
|
-
|
(2,368
|
)
|
|||||
Net cash provided by (used in) operating activities
|
(7,311
|
)
|
7,627
|
|||||
Cash flows from investing activities:
|
||||||||
Capital expenditures
|
(477
|
)
|
(1,539
|
)
|
||||
Capitalization of software costs
|
(1,626
|
)
|
(1,622
|
)
|
||||
Purchase of investments
|
-
|
(250
|
)
|
|||||
Maturity of investments
|
-
|
1,912
|
||||||
Proceeds from sale of business
|
-
|
4,000
|
||||||
Net cash provided by (used in) investing activities-continuing operations
|
(2,103
|
)
|
2,501
|
|||||
Net cash provided by (used in) investing activities-discontinued operations
|
-
|
-
|
||||||
Net cash provided by (used in) investing activities
|
(2,103
|
)
|
2,501
|
|||||
Cash flows from financing activities:
|
||||||||
Payments of long-term debt
|
(78
|
)
|
(971
|
)
|
||||
Proceeds from the exercise of stock options
|
54
|
27
|
||||||
Net cash used in financing activities-continuing operations
|
(24
|
)
|
(944
|
)
|
||||
Net cash used in financing activities-discontinued operations
|
-
|
-
|
||||||
Net cash used in financing activities
|
(24
|
)
|
(944
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(450
|
)
|
(31
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
(9,888
|
)
|
9,153
|
|||||
Cash and cash equivalents at beginning of period
|
19,475
|
7,742
|
||||||
Cash and cash equivalents at end of period
|
9,587
|
16,895
|
||||||
Less cash and equivalents of discontinued operations at end of period
|
-
|
-
|
||||||
Cash and equivalents of continuing operations at end of period
|
$
|
9,587
|
$
|
16,895
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
26
|
42
|
||||||
Income taxes, net of (refunds)
|
734
|
45
|
|
(in thousands)
|
|||||||
|
June 30,
|
December 31,
|
||||||
|
2013
|
2012
|
||||||
Government segment:
|
|
|
||||||
Billed
|
$
|
10,480
|
$
|
11,226
|
||||
Advanced billings
|
(2,049
|
)
|
(3,561
|
)
|
||||
|
8,431
|
7,665
|
||||||
Hospitality segment:
|
||||||||
Accounts receivable - net
|
21,534
|
22,225
|
||||||
|
$
|
29,965
|
$
|
29,890
|
|
(in thousands)
|
|||||||
|
June 30,
|
December 31,
|
||||||
|
2013
|
2012
|
||||||
Finished Goods
|
$
|
14,458
|
$
|
13,012
|
||||
Work in process
|
627
|
352
|
||||||
Component parts
|
3,817
|
3,673
|
||||||
Service parts
|
9,334
|
9,135
|
||||||
|
$
|
28,236
|
$
|
26,172
|
|
(in thousands)
|
|||||||
|
June 30,
|
December 31,
|
||||||
|
2013
|
2012
|
||||||
Acquired and internally developed software costs
|
$
|
13,614
|
$
|
11,988
|
||||
Trademarks (non-amortizable)
|
1,800
|
1,800
|
||||||
|
15,414
|
13,788
|
||||||
Less accumulated amortization
|
(2,533
|
)
|
(2,041
|
)
|
||||
|
$
|
12,881
|
$
|
11,747
|
2013
|
$
|
783
|
||
2014
|
1,626
|
|||
2015
|
1,547
|
|||
2016
|
1,518
|
|||
2017
|
1,493
|
|||
2018
|
1,419
|
|||
Thereafter
|
2,695
|
|||
Total
|
$
|
11,081
|
For the three months
|
||||||||
|
ended June 30,
|
|||||||
|
2013
|
2012
|
||||||
Income (loss) from continuing operations
|
$
|
248
|
$
|
(511
|
)
|
|||
|
||||||||
Basic:
|
||||||||
Shares outstanding at beginning of period
|
15,161
|
15,088
|
||||||
Weighted average shares issued during the period, net
|
10
|
10
|
||||||
Weighted average common shares, basic
|
15,171
|
15,098
|
||||||
Earnings (loss) from continuing operations per common share, basic
|
$
|
0.02
|
$
|
(0.03
|
)
|
|||
Diluted:
|
||||||||
Weighted average common shares, basic
|
15,171
|
15,098
|
||||||
Dilutive impact of stock options and restricted stock awards
|
169
|
-
|
||||||
Weighted average common shares, diluted
|
15,340
|
15,098
|
||||||
Earnings (loss) from continuing operations per common share, diluted
|
$
|
0.02
|
$
|
(0.03
|
)
|
|
For the six months
|
|||||||
|
ended June 30,
|
|||||||
|
2013
|
2012
|
||||||
Income (loss) from continuing operations
|
$
|
(121
|
)
|
$
|
524
|
|||
|
||||||||
Basic:
|
||||||||
Shares outstanding at beginning of period
|
15,151
|
15,051
|
||||||
Weighted average shares issued during the period, net
|
11
|
40
|
||||||
Weighted average common shares, basic
|
15,162
|
15,091
|
||||||
Earnings (loss) from continuing operations per common share, basic
|
$
|
(0.01
|
)
|
$
|
0.03
|
|||
Diluted:
|
||||||||
Weighted average common shares, basic
|
15,162
|
15,091
|
||||||
Dilutive impact of stock options and restricted stock awards
|
-
|
72
|
||||||
Weighted average common shares, diluted
|
15,162
|
15,163
|
||||||
Earnings (loss) from continuing operations per common share, diluted
|
$
|
(0.01
|
)
|
$
|
0.03
|
|
(In thousands)
|
|||||||||||||||
|
For the three months ended June 30,
|
For the six months ended June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Revenues:
|
|
|
|
|
||||||||||||
Hospitality
|
$
|
37,571
|
36,156
|
$
|
77,507
|
$
|
71,705
|
|||||||||
Government
|
21,945
|
25,929
|
48,683
|
45,973
|
||||||||||||
Total
|
$
|
59,516
|
$
|
62,085
|
$
|
126,190
|
$
|
117,678
|
||||||||
|
||||||||||||||||
Operating income (loss) from continuing operations:
|
||||||||||||||||
Hospitality
|
$
|
(971
|
)
|
$
|
(1,558
|
)
|
$
|
(2,693
|
)
|
$
|
(1,192
|
)
|
||||
Government
|
1,475
|
1,251
|
2,697
|
2,272
|
||||||||||||
Other
|
(245
|
)
|
(236
|
)
|
(920
|
)
|
(400
|
)
|
||||||||
|
259
|
(543
|
)
|
(916
|
)
|
680
|
||||||||||
Other income, net
|
255
|
(366
|
)
|
221
|
207
|
|||||||||||
Interest expense
|
(13
|
)
|
(21
|
)
|
(26
|
)
|
(42
|
)
|
||||||||
Income (loss) from continuing operations before provision for income taxes
|
$
|
501
|
$
|
(930
|
)
|
$
|
(721
|
)
|
$
|
845
|
||||||
|
||||||||||||||||
Depreciation and amortization:
|
||||||||||||||||
Hospitality
|
$
|
687
|
$
|
782
|
$
|
1,056
|
$
|
1,525
|
||||||||
Government
|
10
|
19
|
22
|
38
|
||||||||||||
Other
|
15
|
118
|
178
|
181
|
||||||||||||
Total
|
$
|
712
|
$
|
919
|
$
|
1,256
|
$
|
1,744
|
||||||||
|
||||||||||||||||
Capital expenditures:
|
||||||||||||||||
Hospitality
|
$
|
1,258
|
$
|
1,885
|
$
|
2,030
|
$
|
3,016
|
||||||||
Government
|
-
|
-
|
-
|
-
|
||||||||||||
Other
|
-
|
103
|
73
|
145
|
||||||||||||
Total
|
$
|
1,258
|
$
|
1,988
|
$
|
2,103
|
$
|
3,161
|
||||||||
|
||||||||||||||||
Revenues by geographic area:
|
||||||||||||||||
United States
|
$
|
49,151
|
$
|
54,205
|
$
|
107,165
|
$
|
102,570
|
||||||||
Other Countries
|
10,365
|
7,880
|
19,025
|
15,108
|
||||||||||||
Total
|
$
|
59,516
|
$
|
62,085
|
$
|
126,190
|
$
|
117,678
|
|
(in thousands)
|
|||||||
|
June 30,
|
December 31,
|
||||||
|
2013
|
2012
|
||||||
Identifiable assets:
|
|
|
||||||
Hospitality
|
$
|
85,844
|
$
|
88,298
|
||||
Government
|
10,220
|
9,012
|
||||||
Other
|
21,518
|
26,455
|
||||||
Total
|
$
|
117,582
|
$
|
123,765
|
|
(in thousands)
|
|||||||
|
June 30,
|
December 31,
|
||||||
|
2013
|
2012
|
||||||
United States
|
$
|
99,034
|
$
|
107,149
|
||||
Other Countries
|
18,548
|
16,616
|
||||||
Total
|
$
|
117,582
|
$
|
123,765
|
|
(in thousands)
|
|||||||
|
June 30,
|
December 31,
|
||||||
|
2013
|
2012
|
||||||
Hospitality
|
$
|
6,116
|
$
|
6,116
|
||||
Government
|
736
|
736
|
||||||
Total
|
$
|
6,852
|
$
|
6,852
|
|
For the Three Months Ended June 30,
|
For the six Months Ended June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Hospitality segment
:
|
|
|
|
|
||||||||||||
McDonald's Corporation
|
20
|
%
|
19
|
%
|
16
|
%
|
18
|
%
|
||||||||
Yum! Brands, Inc.
|
16
|
%
|
14
|
%
|
15
|
%
|
14
|
%
|
||||||||
Government segment
:
|
||||||||||||||||
U.S. Department of Defense
|
37
|
%
|
42
|
%
|
39
|
%
|
39
|
%
|
||||||||
All Others
|
27
|
%
|
25
|
%
|
30
|
%
|
29
|
%
|
||||||||
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
(a) | Evaluation of Disclosure Controls and Procedures. |
(b) | Changes in Internal Control over Financial Reporting. |
Exhibit No.
|
Description of Instrument
|
10.1
|
Form of Restricted Stock Agreement Pursuant to the 2005 Equity Incentive Plan
|
31.1
|
Certification of Chief Executive Officer & President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Vice President, Controller and Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer & President and Vice President, Controller and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
PAR TECHNOLOGY CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: August 8, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/STEVEN M. MALONE
|
|
|
Steven M. Malone
|
|
|
Vice President, Controller and Chief Accounting Officer
|
Exhibit No.
|
Description of Instrument
|
Sequential Page Number
|
|
Form of Restricted Stock Agreement Pursuant to the 2005 Equity Incentive Plan
|
E-1
|
|
Certification of Chief Executive Officer & President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
E-2
|
|
Certification of Vice President, Controller and Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
E-3
|
|
Certification of Chief Executive Officer & President and Vice President, Controller and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
E-4
|
(i)
|
The Company shall exercise the Repurchase Right by delivering or mailing to the Stockholder (or his estate), in accordance with Section 5.9, written notice of exercise within 30 days after the Forfeiture Date or the date the Business Relationship between the Stockholder and the Company is terminated by the Company "for Cause".
|
(ii)
|
Within 10 days after his receipt of the Company's notice of the exercise of the Repurchase Right described above, the Stockholder (or his estate or escrow agent) shall tender to the Company at its principal offices the certificate or certificates, if applicable, representing the Restricted Shares which the Company has elected to purchase, duly endorsed in blank by the Stockholder or with duly executed stock powers attached thereto, all in form suitable for the transfer of such Restricted Shares to the Company. If ownership of the Restricted Shares is reflected in book form (or in any other form of un-certificated ownership), the Stockholder shall execute and provide any and all such documentation or other authorization suitable for the transfer of such Restricted Shares to the Company.
|
(iii)
|
After the time at which any Restricted Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (ii) above, the Company shall not pay any dividend to the Stockholder on account of such Restricted Shares or permit the Stockholder to exercise any of the privileges or rights of a stockholder with respect to such Restricted Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Restricted Shares.
|
(iv)
|
The Company shall not purchase any fraction of a Restricted Share upon exercise of the Repurchase Right, and any fraction of a Restricted Share shall be rounded to the nearest whole Restricted Share (with any one-half Restricted Share being rounded upward).
|
________ shares of the common stock of PAR Technology Corporation represented by Certificate(s) No (s).
inclusive, standing in the name of the undersigned on the books of said Company.
|
The undersigned does hereby irrevocably constitute and appoint the Treasurer or Secretary of PAR Technology Corporation as attorney to transfer the said stock, as the case may be, on the books of said Company, with full power of substitution in the premises.
|
|
|
|
Dated:
|
|
(x)
Person Executing This Stock Power Sign Here
|
1. | If the Stockholder maintains a continuous Business Relationship with the Company through _______________ (the end of the performance measurement period of the first installment), and if __________________ [insert the metric or metrics which will trigger vesting of first installment] , then the Stockholder shall vest _____ percent of the Restricted Shares. |
2. | If the Stockholder maintains a continuous Business Relationship with the Company through ____________ (the end of the performance measurement period of the second installment), and if __________________ [insert the metric or metrics which will trigger vesting of second installment] , then the Stockholder shall vest in either |
a. | ____ percent of the Restricted Shares, if the Stockholder previously vested in Restricted Shares pursuant to 1 above, or |
b. | ____ percent of the Restricted Shares, if the Stockholder did not previously vest in Restricted Shares pursuant to 1 above. |
(___) | If the Stockholder maintains a continuous Business Relationship with the Company through ____________ (the end of the performance measurement period of the [insert third, fourth as appropriate] installment), and if __________________ [insert the metric or metrics which will trigger vesting of each installment] , then the Stockholder shall vest in either |
a. | ____ percent of the Restricted Shares, if the Stockholder previously vested in Restricted Shares pursuant to (__) above, or |
b. | ____ percent of the Restricted Shares, if the Stockholder did not previously vest in Restricted Shares pursuant to (__) above. |
(___) | If the Stockholder maintains a continuous Business Relationship with the Company through ___________, and if the _______________ for at least____ out the _____ applicable installments described in (_____) above meet or exceed the applicable threshold (_____________), then the Stockholder shall vest in ___ percent of the Restricted Shares. (For purposes of this paragraph (__), the "catch-up" provisions in subparagraphs 2.b, ______ [insert other paragraphs as appropriate] above shall be disregarded.) |
(___) | To the extent Restricted Shares do not become vested pursuant to the terms of this Attachment B above on or before the ______ anniversary of the Effective Date, such "Unvested Restricted Shares" shall be forfeited as of the earlier of such ________ anniversary or the date of termination of the Business Relationship of the Stockholder with the Company. The forfeiture of such Unvested Restricted Shares shall be pursuant to the terms of Section ___ (Forfeiture) of this Agreement. |
(a)
|
affected Restricted Shares shall be released from the escrow to the Stockholder in such number of shares as the Company reasonably estimates will be sufficient (when sold by the Stockholder) to pay income and employment taxes that become due as a result of vesting;
|
(b)
|
____ percent (____%) of the Restricted Shares that remain undistributed after the release described in (a) above shall be released from the escrow to the Stockholder; and
|
(c)
|
____ percent (____%) of the Restricted Shares that remain undistributed after the release described in (a) above shall be released from the escrow to (or on behalf of) the Stockholder upon the earliest of:
|
(i)
|
the first anniversary of the date of termination of the Business Relationship of the Stockholder with the Company,
|
(ii)
|
the Stockholder's death, or
|
(iii)
|
the closing of a Change in Control.
|
1.
|
The Taxpayer's name, address and taxpayer identification number are as follows:
|
2.
|
The property with respect to which this election is being made is: _________________ shares of common stock of PAR Technology Corporation, a Delaware corporation (the "Company"), $0.02 par value per share (the "Shares").
|
3.
|
The date of the transfer of the Shares is _________, 20___. This election is made for the taxable year of the Taxpayer ending December 31, 20____.
|
4.
|
The nature of the restrictions to which the Shares are subject is as follows:
|
5.
|
The fair market value of such Shares at the time of transfer to the Taxpayer, determined without regard to any lapse restrictions as defined in Reg. § 1.83-3(i), is ____________ per share.
|
6.
|
The amount paid for the Shares is $0.02 per share.
|
7.
|
A copy of this election has been furnished by personal delivery to the Company.
|
1. | I have reviewed this report on Form 10-Q of PAR Technology Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 8, 2013
|
/s/Ronald J. Casciano
|
|
Chief Executive Officer & President
|
1. | I have reviewed this report on Form 10-Q of PAR Technology Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 8, 2013
|
/s/Steven Malone
|
|
Steven Malone
|
|
Vice President, Controller and Chief Accounting Officer
|
1. | The Report fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/Ronald J. Casciano
|
|
Ronald J. Casciano
|
|
Chief Executive Officer & President
|
|
August 8, 2013
|
|
|
|
/s/Steven Malone
|
|
Steven Malone
|
|
Vice President, Controller and Chief Accounting Officer
August 8, 2013
|
|